General



The following discussion and analysis should be read in conjunction with our
Annual Report on Form 10-K for the fiscal year ended December 26, 2020 (the
"2020 10-K"). This Quarterly Report on Form 10-Q also contains forward-looking
statements and information. The forward-looking statements included herein are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 (the "Act"). All statements, other than statements of
historical facts, which address activities, events, or developments that we
expect or anticipate will or may occur in the future, including sales and
earnings growth, estimated results of operations in future periods, the
declaration and payment of dividends, the timing and amount of share
repurchases, future capital expenditures (including their amount and nature),
business strategy, expansion and growth of our business operations, and other
such matters are forward-looking statements. These forward-looking statements
may be affected by certain risks and uncertainties, any one, or a combination of
which, could materially affect the results of our operations. To take advantage
of the safe harbor provided by the Act, we are identifying certain factors that
could cause actual results to differ materially from those expressed in any
forward-looking statements, whether oral or written.

As with any business, many aspects of our operations are subject to influences
outside our control. These factors include, without limitation, national,
regional, and local economic conditions affecting consumer spending, including
the effects of the COVID-19 pandemic, the efficacy and distribution of COVID-19
vaccines, the timing and acceptance of new products, the timing and mix of goods
sold, purchase price volatility (including inflationary and deflationary
pressures), transportation costs, constraints in the supply chain affecting
timing and availability of merchandise inventory, the ability to increase sales
at existing stores or on our e-commerce platforms, the ability to manage growth
and identify suitable locations, the ability to complete acquisitions on
expected terms, failure of an acquisition to produce anticipated results, the
ability to successfully manage expenses (including increased expenses as a
result of operating as an essential retailer during the COVID-19 pandemic) and
to execute our key gross margin enhancing initiatives, the availability of
favorable credit sources, capital market conditions in general, the ability to
open new stores in the time, manner and number currently contemplated,
particularly in light of the COVID-19 pandemic, the ability to open distribution
centers in the anticipated timeframe and within budget, the impact of new stores
on our business, competition, including that from online competitors, weather
conditions, the seasonal nature of our business, effective merchandising
initiatives and marketing emphasis, the ability to retain vendors, reliance on
foreign suppliers, the ability to attract, train, and retain qualified
employees, product liability and other claims, changes in federal, state, or
local regulations, the effects that "shelter in place" and similar federal,
state, and local regulations and protocols could have on our business, including
our supply chain and employees, the effectiveness of the Company's responses to
COVID-19, including our efforts to make a vaccine available to our employees,
and customer response with respect to those actions, the refusal by our
employees and the public generally to be vaccinated against COVID-19, the
imposition of tariffs on imported products or the disallowance of tax deductions
on imported products, potential judgments, fines, legal fees, and other costs,
breach of information systems or theft of employee or customer data, ongoing and
potential future legal or regulatory proceedings, management of our information
systems, failure to develop and implement new technologies, the failure of
customer-facing technology systems, business disruption including from the
implementation of supply chain technologies, effective tax rate changes and
results of examination by taxing authorities, the ability to maintain an
effective system of internal control over financial reporting, and changes in
accounting standards, assumptions, and estimates. We discuss in greater detail
risk factors relating to our business in Part I, Item 1A of our 2020 10-K and in
Part II, Item 1A of this Quarterly Report on Form 10-Q.  Forward-looking
statements are based on our knowledge of our business and the environment in
which we operate, but because of the factors listed above or other factors,
actual results could differ materially from those reflected by any
forward-looking statements. Consequently, all of the forward-looking statements
made are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on our business and operations. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof.  We undertake no obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

Information Regarding COVID-19 Coronavirus Pandemic

The Company continues to closely monitor the impact of the COVID-19 pandemic on all facets of our business. This includes the impact on our team members, customers, suppliers, vendors, business partners, and supply chain networks.



The health and safety of our team members and customers are the primary concerns
of our management team. We have taken and continue to take numerous actions to
promote health and safety, including, encouraging vaccination efforts, providing
personal protective equipment to our team members, following local and federal
guidance regarding the use of masks in our facilities, maintaining enhanced
services for cleaning and sanitation, continuing to provide additional
functionality to support
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contactless shopping experiences, adding services for cleaning and sanitation in
our stores and distribution centers, promoting social distancing and cleaning
actions in our stores, and continuing to offer remote work plans at our store
support center.

As further described in the results of operations, our net sales have continued
to increase due to customer demand across all major product categories,
channels, and geographic regions. However, the net incremental costs of doing
business during this pandemic have increased as a result of the aforementioned
actions we have taken, and continue to take, to support and promote the safety
and well-being of our team members and customers, and we believe many of these
incremental costs will continue after the pandemic is over.

There are numerous uncertainties surrounding the pandemic and its impact on the
economy and our business, as further described in the Risk Factors section under
Part I, Item 1A of our 2020 10-K, which make it difficult to predict the impact
on our business, financial position, or results of operations in fiscal 2021 and
beyond. While our stores, distribution centers, and e-commerce operations are
open and plan to remain open, we cannot predict the uncertainties, or the
corresponding impacts on our business, at this time.

Seasonality and Weather



Our business is seasonal.  Historically, our sales and profits are the highest
in the second and fourth fiscal quarters due to the sale of seasonal products.
We usually experience our highest inventory and accounts payable balances during
our first fiscal quarter for purchases of seasonal products to support the
higher sales volume of the spring selling season, and again during our third
fiscal quarter to support the higher sales volume of the cold-weather selling
season. We believe that our business can be more accurately assessed by focusing
on the performance of the halves, not the quarters, due to the fact that
different weather patterns from year-to-year can shift the timing of sales and
profits between quarters, particularly between the first and second fiscal
quarters and the third and fourth fiscal quarters.

Historically, weather conditions, including unseasonably warm weather in the
fall and winter months and unseasonably cool weather in the spring and summer
months, have unfavorably affected the timing and volume of our sales and results
of operations. In addition, extreme weather conditions, including snow and ice
storms, flood and wind damage, hurricanes, tornadoes, extreme rain, and droughts
have impacted operating results both negatively and positively, depending on the
severity and length of these conditions. Our strategy is to manage product flow
and adjust merchandise assortments and depth of inventory to capitalize on
seasonal demand trends.

Furthermore, we are not able to predict at this time the impact that the COVID-19 pandemic may have on the seasonality of our business in the future.

Performance Metrics

Comparable Store Metrics



Comparable store metrics are a key performance indicator used in the retail
industry and by the Company to measure the performance of the underlying
business. Our comparable store metrics are calculated on an annual basis using
sales generated from all stores open at least one year and all online sales and
exclude certain adjustments to net sales. Stores closed during either of the
years being compared are removed from our comparable store metrics calculations.
Stores relocated during either of the years being compared are not removed from
our comparable store metrics calculations. If the effect of relocated stores on
our comparable store metrics calculations became material, we would remove
relocated stores from the calculations.

Transaction Count and Transaction Value



Transaction count and transaction value metrics are used by the Company to
measure sales performance. Transaction count represents the number of customer
transactions during a given period. Transaction value represents the average
amount paid per transaction and is calculated as net sales divided by the total
number of customer transactions during a given period.


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Results of Operations

Fiscal Three Months (Second Quarter) Ended June 26, 2021 and June 27, 2020



Net sales for the second quarter of fiscal 2021 increased 13.4% to $3.60 billion
from $3.18 billion for the second quarter of fiscal 2020. Comparable store sales
for the second quarter of fiscal 2021 were $3.52 billion, a 10.5% increase as
compared to the second quarter of fiscal 2020. In the second quarter of fiscal
2020, net sales increased 35.0% and comparable store sales increased 30.5%.

The comparable store sales results for the second quarter of fiscal 2021
included an increase in comparable average transaction count of 4.5% and an
increase in comparable average transaction value of 6.0%, each as compared to
the second quarter of fiscal 2020. Our sales performance continued to benefit
from growth in new customer acquisition and the re-engagement of lapsed
customers as well as a continuation of shifting consumer behavior trends from
the COVID-19 pandemic as customers focused on the care of their homes, land, and
animals. To a lesser extent, our consumer demand also benefited from government
stimulus. These factors all led to an increase in comparable store sales across
all major product categories, driven by robust growth for everyday merchandise,
including consumable, usable and edible ("C.U.E.") products and solid demand for
spring and summer seasonal categories. All geographic regions of the Company had
positive comparable store sales growth. In addition, the Company's e-commerce
sales also experienced growth compared to the prior year second quarter and
achieved a record sales level during the second quarter of 2021.

In addition to comparable store sales growth for the second quarter of fiscal
2021, sales from stores open less than one year were $101.0 million for the
second quarter of fiscal 2021, which represented 3.2 percentage points of the
13.4% increase over second quarter fiscal 2020 net sales. For the second quarter
of fiscal 2020, sales from stores open less than one year were $110.2 million,
which represented 4.7 percentage points of the 35.0% increase over second
quarter fiscal 2019 net sales.

The following table summarizes store growth for the fiscal three months ended June 26, 2021 and June 27, 2020:


                                   Fiscal Three Months Ended
                               June 26,                June 27,
Store Count Information:         2021                    2020
Tractor Supply
Beginning of period            1,944                   1,863
New stores opened                 11                      18
Stores closed                      -                       -
End of period                  1,955                   1,881
Petsense
Beginning of period              177                     180
New stores opened                  1                       3
Stores closed                     (4)                     (3)
End of period                    174                     180
Consolidated, end of period    2,129                   2,061
Stores relocated                   -                       -


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The following table indicates the percentage of net sales represented by each of
our major product categories for the fiscal three months ended June 26, 2021 and
June 27, 2020:
                                            Percent of Net Sales

                                         Fiscal Three Months Ended
                                           June 26,              June 27,
Product Category:                            2021                  2020
Livestock and Pet                                      45  %         43  %
Seasonal, Gift and Toy Products                        25            26
Hardware, Tools and Truck                              20            21
Clothing and Footwear                                   5             5
Agriculture                                             5             5
Total                                                 100  %        100  %



Gross profit increased 11.3% to $1.29 billion for the second quarter of fiscal
2021 from $1.16 billion for the second quarter of fiscal 2020. As a percent of
net sales, gross margin in the second quarter of fiscal 2021 decreased 67 basis
points to 35.8% from 36.4% in the second quarter of fiscal 2020. The decrease in
gross margin as a percent of net sales was primarily driven by higher
transportation costs, the initial impact from the relaunch of the Company's
Neighbor's Club loyalty program and product mix shift towards C.U.E. products.
Partially offsetting the decrease was the Company's price management program.

Selling, general and administrative ("SG&A") expenses, including depreciation
and amortization, increased 13.1% to $801.6 million for the second quarter of
fiscal 2021 from $709.1 million for the second quarter of fiscal 2020. As a
percent of net sales, SG&A expenses were 22.3%, a 6 basis point improvement over
the prior year's second quarter. The improvement in SG&A as a percent of net
sales was primarily attributable to lower COVID-19 pandemic response costs and
decreased incentive compensation as well as leverage in occupancy and other
fixed costs from the increase in comparable store sales. The leverage from these
SG&A expenses was partially offset by higher wage rates, additional store labor
hours and investments in the Company's strategic initiatives. COVID-19 pandemic
response costs in the second quarter of fiscal 2021 of approximately $13 million
consisted of sick pay, benefits, and other health and safety related expenses.

Operating income for the second quarter of fiscal 2021 increased 8.5% to $485.9 million compared to $447.8 million in the second quarter of fiscal 2020.

The effective income tax rate was 22.8% in the second quarter of fiscal 2021 compared to 22.9% in the second quarter of fiscal 2020.



As a result of the foregoing factors, net income for the second quarter of
fiscal 2021 increased 9.3% to $370.0 million, or $3.19 per diluted share, as
compared to net income of $338.7 million, or $2.90 per diluted share, for the
second quarter of fiscal 2020.

During the second quarter of fiscal 2021, we repurchased approximately 1.1 million shares of the Company's common stock at a total cost of $203.3 million as part of our share repurchase program.

Fiscal Six Months Ended June 26, 2021 and June 27, 2020



Net sales increased 24.5% to $6.39 billion for the first six months of fiscal
2021 from $5.14 billion for the first six months of fiscal 2020. Comparable
store sales for the first six months of fiscal 2021 were $6.23 billion, a 21.2%
increase as compared to the first six months of fiscal 2020. Net sales increased
23.0% and comparable store sales increased 19.0% in the first six months of
fiscal 2020.

The comparable store sales results for the first six months of fiscal 2021
included an increase in comparable average transaction count of 11.5% and an
increase in comparable average transaction value of 9.7%, each as compared to
the first six months of fiscal 2020. Our sales performance continued to benefit
from growth in new customer acquisition and the re-engagement of lapsed
customers as well as a continuation of shifting consumer behavior trends from
the COVID-19 pandemic as customers focused on the care of their homes, land, and
animals. Additionally, consumer demand benefited from favorable weather
conditions in the first quarter as well as government stimulus throughout the
first six months of fiscal 2021. These factors all led to a significant increase
in comparable store sales across all major product categories, driven by strong
demand for everyday merchandise, including C.U.E. products, as well as spring
and summer seasonal categories. All geographic regions of the
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Company had positive comparable store sales growth. In addition, the Company's
e-commerce sales also experienced growth compared to the prior year period and
achieved a record sales level during the first six months of 2021.

In addition to comparable store sales growth for the first six months of fiscal
2021, sales from stores open less than one year were $183.4 million for the
first six months of fiscal 2021, which represented 3.6 percentage points of the
24.5% increase over the first six months of fiscal 2020 net sales. For the first
six months of fiscal 2020, sales from stores open less than one year were $170.4
million, which represented 4.1 percentage points of the 23.0% increase over the
first six months of fiscal 2019 net sales.

The following table summarizes store growth for the fiscal six months ended June 26, 2021 and June 27, 2020:



                                   Fiscal Six Months Ended
                               June 26,                June 27,
Store Count Information:         2021                    2020
Tractor Supply
Beginning of period            1,923                     1,844
New stores opened                 32                        38
Stores closed                      -                        (1)
End of period                  1,955                     1,881
Petsense
Beginning of period              182                       180
New stores opened                  3                         3
Stores closed                    (11)                       (3)
End of period                    174                       180
Consolidated, end of period    2,129                     2,061
Stores relocated                   -                         1



The following table indicates the percentage of net sales represented by each of
our major product categories for the fiscal six months ended June 26, 2021 and
June 27, 2020:
                                           Percent of Net Sales

                                         Fiscal Six Months Ended
                                          June 26,             June 27,
Product Category:                           2021                 2020
Livestock and Pet                                    47  %         47  %
Seasonal, Gift and Toy Products                      22            22
Hardware, Tools and Truck                            21            21
Clothing and Footwear                                 6             5
Agriculture                                           4             5
Total                                               100  %        100  %



Gross profit increased 24.9% to $2.27 billion for the first six months of fiscal
2021 from $1.82 billion for the first six months of fiscal 2020. As a percent of
net sales, gross margin in the first six months of fiscal 2021 increased 12
basis points to 35.5% from 35.4% in the first six months of fiscal 2020. The
increase in gross margin was primarily attributable to a lower depth and
frequency of sales promotions and less clearance activity, particularly in the
first quarter, as well as benefits from the Company's price management program.
Partially offsetting these factors were higher transportation costs as a percent
of net sales and the initial impact from the relaunch of the Company's
Neighbor's Club loyalty program.

Selling, general and administrative ("SG&A") expenses, including depreciation
and amortization, increased 23.6% to $1.55 billion for the first six months of
fiscal 2021 from $1.26 billion for the first six months of fiscal 2020. As a
percent of net sales, SG&A expenses decreased 18 basis points to 24.3% for the
first six months of fiscal 2021 from 24.5% for the first six months of fiscal
2020. The improvement in SG&A as a percent of net sales was primarily
attributable to decreasing COVID-19 pandemic response costs during the second
quarter as well as leverage in occupancy and other fixed costs from the increase
in comparable store sales. These factors were partially offset by higher wage
rates, additional store labor hours, and investments
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in the Company's strategic initiatives. COVID-19 pandemic response costs for the
first six months of fiscal 2021 of approximately $41 million consisted of sick
pay, benefits, and other health and safety related expenses.

Operating income for the first six months of fiscal 2021 increased 27.9% to $716.4 million compared to $560.3 million in the first six months of fiscal 2020.



The effective income tax rate was 21.5% in the first six months of fiscal 2021
compared to 22.7% in the first six months of fiscal 2020. The improvement in the
effective income tax rate in the first six months of fiscal 2021 compared to the
first six months of fiscal 2020 was primarily related to a discrete incremental
tax benefit associated with share-based compensation. The Company expects the
full fiscal year 2021 effective tax rate to be in a range between 22.1% and
22.4%.

As a result of the foregoing factors, net income for the first six months of
fiscal 2021 increased 30.5% to $551.4 million, or $4.73 per diluted share, as
compared to net income of $422.5 million, or $3.61 per diluted share, for the
first six months of fiscal 2020.

During the first six months of fiscal 2021, we repurchased approximately 2.7
million shares of the Company's common stock at a total cost of $456.7 million
as part of our share repurchase program.

Liquidity and Capital Resources



In addition to normal operating expenses, and expenses associated with our
COVID-19 response, our primary ongoing cash requirements are for new store
expansion, existing store remodeling and improvements, store relocations,
distribution facility capacity and improvements, information technology,
inventory purchases, repayment of existing borrowings under our debt facilities,
share repurchases, cash dividends, and selective acquisitions as opportunities
arise.

Our primary ongoing sources of liquidity are existing cash balances, cash
provided from operations, remaining funds available under our debt facilities,
operating and finance leases, and normal trade credit. Our inventory and
accounts payable levels typically build in the first and third fiscal quarters
to support the higher sales volume of the spring and cold-weather selling
seasons, respectively.

The Company believes that its existing cash balances, expected cash flow from
future operations, funds available under its debt facilities, operating and
finance leases, and normal trade credit will be sufficient to fund its
operations, including increased expenses associated with COVID-19, and its
capital expenditure needs, including new store openings, existing store
remodeling and improvements, store relocations, distribution facility capacity
and improvements, and information technology improvements, through the end of
fiscal 2021.

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Working Capital



At June 26, 2021, the Company had working capital of $1.48 billion, which
decreased $31.3 million from December 26, 2020, and increased $610.5 million
from June 27, 2020. The shifts in working capital were attributable to changes
in the following components of current assets and current liabilities (in
millions):
                                           June 26,           December 26,                             June 27,
                                             2021                 2020              Variance             2020            Variance
Current assets:
Cash and cash equivalents                $ 1,412.0          $     1,341.8

$ 70.2 $ 1,206.4 $ 205.6 Inventories

                                1,992.8                1,783.3             209.5            1,688.5             304.3
Prepaid expenses and other current
assets                                       162.3                  133.6              28.7              135.2              27.1

Total current assets                       3,567.1                3,258.7             308.4            3,030.1             537.0
Current liabilities:
Accounts payable                           1,221.9                  976.1             245.8            1,003.7             218.2
Accrued employee compensation                 84.8                  119.7             (34.9)              77.4               7.4
Other accrued expenses                       381.8                  324.8              57.0              270.5             111.3
Current portion of long-term debt                -                      -                 -              380.0            (380.0)
Current portion of finance lease
liabilities                                    4.8                    4.6               0.2                4.3               0.5
Current portion of operating lease
liabilities                                  306.1                  298.7               7.4              287.3              18.8
Income taxes payable                          84.1                   19.9              64.2              133.8             (49.7)

Total current liabilities                  2,083.5                1,743.8             339.7            2,157.0             (73.5)
Working capital                          $ 1,483.6          $     1,514.9          $  (31.3)         $   873.1          $  610.5

In comparison to December 26, 2020, working capital as of June 26, 2021, was impacted most significantly by changes in inventories and accounts payable.



•The increase in inventories resulted primarily from the purchase of additional
inventory to support new store growth and strong sales volume trends and, to a
lesser extent, the impact of inflation.
•The increase in accounts payable was driven by the significant increase in
inventory during the first six months of fiscal 2021; however, the growth in
accounts payable was higher than the growth in inventory due to the increase in
sales and inventory turns, which resulted in an increase in the amount of
inventory purchases that remain in accounts payable at quarter end.

In comparison to June 27, 2020, working capital as of June 26, 2021, was impacted most significantly by changes in cash and cash equivalents, inventories, accounts payable, the current portion of long-term debt, and other accrued expenses.



•The increase in cash and cash equivalents was primarily driven by an increase
in net cash provided by operating activities and, to a lesser extent, an
increase in borrowings, net of repayments, under our debt facilities. These
increases in cash and cash equivalents were partially offset by share
repurchases, capital expenditures to support our strategic growth, and cash
dividends paid to stockholders.
•The increase in inventories resulted primarily from the purchase of additional
inventory to support new store growth as well as an increase in average
inventory per store which was driven by strong sales volume trends and the
impact of inflation.
•The increase in accounts payable resulted primarily from the purchase of
additional inventory to support new store growth and strong sales volume trends.
•The decrease in the current portion of long-term debt was related to the
repayment of all short-term debt obligations, including the $350 million April
2020 Term Loan borrowing, which was executed in the prior year in order to
strengthen liquidity and preserve cash while navigating the COVID-19 pandemic.
These borrowings were repaid in full in the fourth quarter of fiscal 2020 and
are no longer in effect.
•The increase in other accrued expenses was driven primarily by Company growth
year-over-year as well as the timing of payments and accruals.

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Debt

The following table summarizes the Company's outstanding debt as of the dates indicated (in millions):


                                                         June 26,            December 26,            June 27,
                                                           2021                  2020                  2020
1.75% Senior Notes due 2030                           $     650.0          $       650.0          $         -
3.70% Senior Notes due 2029                                 150.0                  150.0                150.0
Senior Credit Facility:
February 2016 Term Loan                                         -                      -                135.0
June 2017 Term Loan                                             -                      -                 82.5
March 2020 Term Loan                                            -                      -                200.0
April 2020 Term Loan                                            -                      -                350.0
November 2020 Term Loan                                     200.0                  200.0                    -
Revolving credit loans                                          -                      -                    -
Total outstanding borrowings                              1,000.0                1,000.0                917.5
Less: unamortized debt discounts and issuance
costs                                                       (14.6)                 (15.7)                (1.4)
Total debt                                                  985.4                  984.3                916.1
Less: current portion of long-term debt                         -                      -               (380.0)
Long-term debt                                        $     985.4

$ 984.3 $ 536.1



Outstanding letters of credit                         $      68.1

$ 48.7 $ 52.4




For additional information about the Company's debt and credit facilities, refer
to Note 5 to the Condensed Consolidated Financial Statements. Refer to Note 6 to
the Condensed Consolidated Financial Statements for information about the
Company's interest rate swap agreements.

Operating Activities



Operating activities provided net cash of $808.9 million and $993.1 million in
the first six months of fiscal 2021 and fiscal 2020, respectively. The $184.2
million decrease in net cash provided by operating activities in the first six
months of fiscal 2021 compared to the first six months of fiscal 2020 is due to
changes in the following operating activities (in millions):
                                                   Fiscal Six Months Ended
                                             June 26,      June 27,
                                               2021          2020        Variance
Net income                                  $  551.4      $  422.5      $  128.9
Depreciation and amortization                  124.9         104.0          20.9
Share-based compensation expense                23.2          14.4          

8.8


Deferred income taxes                           12.8         (13.0)         

25.8


Inventories and accounts payable                36.3         274.9        

(238.6)

Prepaid expenses and other current assets (28.7) (34.4)


 5.7
Accrued expenses                                24.4          62.6         (38.2)
Income taxes                                    64.1         127.8         (63.7)
Other, net                                       0.5          34.3         (33.8)

Net cash provided by operating activities $ 808.9 $ 993.1 $ (184.2)





The $184.2 million decrease in net cash provided by operating activities in the
first six months of fiscal 2021 compared with the first six months of fiscal
2020 resulted from a lower year-over-year increase in our operating assets and
liabilities, partially offset by an increase in our net income. Operating assets
and liabilities increased in both the first six months of fiscal 2021 and fiscal
2020 due to Company growth as well as the timing of payments and accruals;
however, the increase was less significant in the first six months of fiscal
2021 compared to the first six months of fiscal 2020 which resulted in a lower
year-over-year amount of net cash provided by operating activities.

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Investing Activities



Investing activities used net cash of $215.7 million and $86.0 million in the
first six months of fiscal 2021 and fiscal 2020, respectively. The $129.7
million increase in net cash used in investing activities primarily reflects an
increase in capital expenditures in the first six months of fiscal 2021 compared
to fiscal 2020.

Capital expenditures for the first six months of fiscal 2021 and fiscal 2020 were as follows (in millions):

Fiscal Six Months Ended


                                                                          June 26,              June 27,
                                                                            2021                  2020
Existing stores                                                       $       120.1          $      16.0
Information technology                                                         51.8                 36.0
New and relocated stores and stores not yet opened                             28.7                 27.1
Distribution center capacity and improvements                                  11.8                  6.0
Corporate and other                                                             3.6                  1.5
   Total capital expenditures                                         $       216.0          $      86.6



The increase in spending for existing stores in the first six months of fiscal
2021 as compared to the first six months of fiscal 2020 principally reflects our
strategic initiatives related to store remodels, including space productivity
and side lot improvements. Spending in the first six months of both fiscal 2021
and 2020 also includes routine refresh activity as well as security
enhancements.

The increase in spending for information technology represents continued support
of our omni-channel initiatives, as well as improvements in security and
compliance, enhancements to our customer relationship management program,
mobility in our stores, an upgrade to our loyalty program, and other strategic
initiatives.

In the first six months of fiscal 2021, the Company opened 32 new Tractor Supply
stores compared to 38 new Tractor Supply stores during the first six months of
fiscal 2020. The Company also opened three new Petsense stores during the first
six months of fiscal 2021 and three new Petsense stores during the first six
months of fiscal 2020. We expect to open approximately 80 new Tractor Supply
stores and approximately 10 new Petsense stores during fiscal 2021, but the
timing of new store openings in some areas may be delayed as a result of the
COVID-19 pandemic, including local and state orders.

The increase in spending for distribution center capacity and improvements in
the first six months of fiscal 2021 as compared to the first six months of
fiscal 2020 is related to beginning construction of a new distribution center in
Navarre, Ohio which is expected to be approximately 900,000 square feet and is
currently anticipated to be complete by the end of fiscal 2022.

Our projected capital expenditures for fiscal 2021 are currently estimated to be
in a range of approximately $500 million to $600 million. The capital
expenditures include our new store growth plans for approximately 80 new Tractor
Supply stores and 10 new Petsense stores as well as the construction of our new
distribution center in Navarre, Ohio. We also plan to support our strategic
growth initiatives related to store remodels, space productivity, and side lot
improvements in certain existing stores as well as continued improvements in
technology and infrastructure at our existing stores, and ongoing investments to
enhance our digital and omni-channel capabilities to better serve our customers.

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Financing Activities



Financing activities used net cash of $522.9 million in the first six months of
fiscal 2021 compared to providing net cash of $215.0 million in the first six
months of fiscal 2020. The $737.9 million change in net cash used in financing
activities in the first six months of fiscal 2021 compared to the first six
months of fiscal 2020 is due to changes in the following (in millions):
                                                             Fiscal Six Months Ended
                                                       June 26,      June 27,
                                                         2021          2020        Variance

Net borrowings and repayments under debt facilities $ - $ 520.0 $ (520.0) Repurchase of common stock

                              (456.7)       (263.2)       (193.5)
Net proceeds from issuance of common stock                70.0          50.3          19.7
Cash dividends paid to stockholders                     (120.5)        (81.5)        (39.0)
Other, net                                               (15.7)        

(10.6) (5.1) Net cash (used in)/provided by financing activities $ (522.9) $ 215.0 $ (737.9)





The $737.9 million change in net cash used in financing activities in the first
six months of fiscal 2021 compared with the first six months of fiscal 2020 is
principally due to actions taken in the first six months of fiscal 2020 intended
to strengthen our liquidity and preserve cash while navigating the COVID-19
pandemic, including borrowings under our debt facilities as well as a temporary
suspension of our share repurchase program.

In the first six months of fiscal 2020 the Company's net borrowings under its
debt facilities included the addition of the $200 million March 2020 Term Loan
and the $350 million April 2020 Term Loan, each of which was repaid in full
during the fourth quarter of fiscal 2020 as described in Note 5 to the Condensed
Consolidated Financial Statements. The Company had no borrowing or repayment
activity related to its debt facilities in the first six months of fiscal 2021.

Repurchases of common stock in the first six months of fiscal 2020 were impacted
by the temporary suspension of our share repurchase program effective March 12,
2020 until November 5, 2020.

Dividends

During the first six months of fiscal 2021 and fiscal 2020, the Company's Board of Directors declared the following cash dividends:


                            Dividend Amount
  Date Declared        Per Share of Common Stock          Record Date            Date Paid

   May 5, 2021        $                     0.52          May 24, 2021          June 8, 2021
 January 27, 2021     $                     0.52       February 22, 2021       March 9, 2021

   May 6, 2020        $                     0.35          May 26, 2020          June 9, 2020
 February 5, 2020     $                     0.35       February 24, 2020       March 10, 2020



It is the present intention of the Company's Board of Directors to continue to
pay a quarterly cash dividend; however, the declaration and payment of future
dividends will be determined by the Company's Board of Directors in its sole
discretion and will depend upon the earnings, financial condition, and capital
needs of the Company, along with any other factors that the Company's Board of
Directors deem relevant.

On August 4, 2021, the Company's Board of Directors declared a quarterly cash
dividend of $0.52 per share of the Company's outstanding common stock. The
dividend will be paid on September 8, 2021, to stockholders of record as of the
close of business on August 23, 2021.

Share Repurchase Program



The Company's Board of Directors has authorized common stock repurchases under a
share repurchase program which was announced in February 2007. The authorization
amount of the program, which has been increased from time to time, is currently
authorized for up to $4.5 billion, exclusive of any fees, commissions, or other
expenses related to such repurchases.
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The share repurchase program does not have an expiration date. The repurchases
may be made from time to time on the open market or in privately negotiated
transactions. The timing and amount of any shares repurchased under the program
will depend on a variety of factors, including price, corporate and regulatory
requirements, capital availability, and other market conditions. Repurchased
shares are accounted for at cost and will be held in treasury for future
issuance. The program may be limited, temporarily paused (as it was from March
12, 2020 until November 5, 2020 in order to strengthen the Company's liquidity
and preserve cash while navigating the COVID-19 pandemic), or terminated at any
time without prior notice. As of June 26, 2021, the Company had remaining
authorization under the share repurchase program of $687.2 million, exclusive of
any fees, commissions, or other expenses.

The following table provides the number of shares repurchased, average price
paid per share, and total amount paid for share repurchases during the fiscal
three and six months ended June 26, 2021 and June 27, 2020, respectively (in
thousands, except per share amounts):
                                             Fiscal Three Months Ended                     Fiscal Six Months Ended
                                          June 26,              June 27,                 June 26,               June 27,
                                            2021                  2020                     2021                   2020
Total number of shares repurchased            1,118                     -                  2,718                   2,853
Average price paid per share           $     181.81          $          -          $      168.00              $    92.28

Total cash paid for share repurchases $ 203,305 $ -

$     456,714              $  263,219



Pending Acquisition

On February 17, 2021, the Company announced that it has entered into an
agreement to acquire all of the outstanding equity interests of Orscheln Farm
and Home, LLC, a farm and ranch retailer with 167 retail stores in 11 states, in
an all-cash transaction for approximately $320 million. The Company intends to
fund the acquisition through cash-on-hand. The acquisition is conditioned on the
receipt of regulatory clearance and satisfactory completion of customary closing
conditions.

Off-Balance Sheet Arrangements

There have been no material changes in the Company's off-balance sheet arrangements during the fiscal quarter ended June 26, 2021. The Company's off-balance sheet arrangements are limited to outstanding letters of credit. Letters of credit allow the Company to purchase inventory, primarily sourced overseas, in a timely manner, and support certain risk management programs.

Significant Contractual Obligations and Commercial Commitments



The Company is building a new distribution center in Navarre, Ohio which is
expected to be approximately 900,000 square feet and is currently anticipated to
be complete by the end of fiscal 2022. At June 26, 2021, the Company had
contractual commitments of approximately $75 million related to the construction
of this new distribution center.

At June 26, 2021, there were $68.1 million of outstanding letters of credit under the Senior Credit Facility.

Significant Accounting Policies and Estimates



Management's discussion and analysis of the Company's financial position and
results of operations are based upon its Condensed Consolidated Financial
Statements, which have been prepared in accordance with U.S. GAAP. The
preparation of these financial statements requires management to make informed
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. The Company's significant accounting policies, including areas of
critical management judgments and estimates, have primary impact on the
following financial statement areas:
-      Inventory valuation                         -      Impairment of long-lived assets
-      Self-insurance reserves                     -      Impairment of 

goodwill and other indefinite-lived


                                                          intangible assets


See the Notes to the Consolidated Financial Statements in our 2020 10-K, for a
discussion of the Company's critical accounting policies. The Company's
financial position and/or results of operations may be materially different when
reported under different conditions or when using different assumptions in the
application of such policies. In the event estimates or assumptions prove to be
different from actual amounts, adjustments are made in subsequent periods to
reflect more current information.
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New Accounting Pronouncements



For recently adopted accounting pronouncements and recently issued accounting
pronouncements not yet adopted as of June 26, 2021, refer to Note 12 to the
Condensed Consolidated Financial Statements included under Part I, Item 1 of
this Quarterly Report on Form 10-Q.

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